UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported)
|
November 19, 2014
|
|
Capital Southwest Corporation
|
|
(Exact name of registrant as specified in its charter)
|
|
Texas
|
814-00061
|
75-1072796
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
5400 Lyndon B. Johnson Freeway, Suite 1300
|
75240
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant’s telephone number, including area code
|
972-233-8242
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure. |
On November 19, 2014, Capital Southwest Corporation issued a press release, a copy of which has been furnished as Exhibit 99.1 hereto.
The information furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, except as shall be expressly set forth by reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No.
|
Description
|
|
99.1
|
Press Release of Capital Southwest Corporation dated November 19, 2014
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Dated: November 19, 2014
|
||
|
By:
|
/s/ Joseph B. Armes
|
|
|
Name: Joseph B. Armes
|
||
|
Title: Chairman of the Board
|
||
|
Chief Executive Officer and President
|
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
Press Release of Capital Southwest Corporation dated November 19, 2014
|
Exhibit 99.1
 |
|
Lincoln Centre Tower I
5400 Lyndon B. Johnson Freeway, Suite 1300
Dallas, Texas 75240
Telephone 972.233.8242
Fax 972.233.7362
|
CAPITAL SOUTHWEST CORPORATION PROVIDES UPDATE ON PORTFOLIO ACTIVITY
- Monetizes stakes in Alamo Group and Encore Wire -
DALLAS, Nov. 19, 2014 -- Capital Southwest Corporation (Nasdaq: CSWC) (“Capital Southwest” or “the Company”), today provided an update on recent portfolio activity, including the sale of shares of Alamo Group Inc. and Encore Wire Corporation.
Capital Southwest and its wholly-owned subsidiary, Capital Southwest Venture Corporation, exited its investment in Alamo Group, a manufacturer of agricultural and infrastructure maintenance equipment for governmental and industrial use, on November 18, 2014 through an underwritten public offering of 1,980,610 common shares. The stock was sold at a price of $43.00 per share before underwriting discounts, for a transaction value of $85.2 million. The offering follows Capital Southwest’s previous disposition of 849,690 shares of Alamo Group, at a price of $40.25 per share, for a transaction value of $34.2 million. The two transactions generated aggregate proceeds of $119.4 million for shares with an aggregate cost basis of $2.2 million.
Capital Southwest also recently exited its investment in Encore Wire Corporation, a manufacturer of electric wire and cable for residential, commercial and industrial construction use, by selling 1.3 million shares, for an aggregate transaction value of $49.5 million and a cost basis of $5.2 million.
“Capital Southwest has a deep history of investing with a uniquely long-term perspective” said Joseph B. Armes, Chairman and Chief Executive Officer of Capital Southwest. “However, we believe that holding public securities is not the best use of our capital. We remain focused on investing in established businesses, with strong management teams that have a demonstrated track record of consistently generating free cash flow where we can serve as a catalyst to create shareholder value.”
Bowen S. Diehl, Chief Investment Officer of Capital Southwest, added: “As previously disclosed, we have been conducting a rigorous buy-hold-sell analysis of every investment in our portfolio. Our objective is to monetize those investments that do not fit within our current strategy and/or do not provide a reasonable opportunity for significant continued value enhancement.”
About Capital Southwest Corporation
Capital Southwest Corporation (www.capitalsouthwest.com), is a publicly-traded investment company whose objective is to achieve capital appreciation through long-term investments in privately held businesses. The Company’s investment interests are focused on acquisitions and investments in a broad range of industry segments. The Company’s portfolio consists of private companies in which it has controlling interests or minority interests. Capital Southwest Corporation makes available significant managerial assistance to the companies in which it invests and believes that providing managerial assistance to such investee companies is critical to their success.
Investor Relations Contacts:
Garrett Edson
ICR, Inc.
Garrett.Edson@icrinc.com
Media Contacts:
Phil Denning
ICR, Inc.
Phil.Denning@icrinc.com